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Corporate Governance

Under Nippon Shokubai Group's Mission of TechnoAmenity — "Providing affluence and comfort to people and society, with our unique technology" — our goals are to emerge as an innovative chemical company that provides new value for people’s lives, to earn the greater confidence of the public as a responsible chemical company, and to become a company that all can take pride in, including our varied stakeholders. In this way we will increase our corporate value and achieve sustainable growth.
We consider the achievement of viable corporate governance as essential and have adopted initiatives toward that end: we are securing the rights and equality of shareholders and maintaining open dialogue; collaborating with various stakeholders as appropriate; disclosing information as appropriate and ensuring transparency; ensuring the roles of the board of directors and management teams related to their appropriate execution of duties; ensuring appropriate supervision of the execution of these duties; and strengthening and enhancing internal control systems.

Our Corporate Governance System (as of December 2018)

Roles and Functions of Various Bodies and Committees

Board Meeting
Comprising the nine members, including three external members, the Board Meeting supervises business operations of each member of the Board through reports, deliberations, and resolutions regarding important matters. In general, it convenes monthly under the chairmanship of a member of the Board selected from the members of the Board who are not executive officers by a resolution of the Board Meeting. Four auditors — two external and two internal — also attend to give advice and state their opinions as appropriate when necessary.
Corporate Managing Committee
Comprising the president and executive officers appointed by the president, this committee generally convenes twice monthly (with all executive officers in attendance at one of these meetings) to deliberate items related to the implementation of basic policies and important management issues. In addition, regarding proposals discussed by the Corporate Managing Committee, important issues involving those proposals are forwarded to the Board Meeting for their consideration.
Auditors Meeting
Comprising two external auditors and two internal auditors, this meeting convenes monthly in general, submits reports, and engages in discussions and deliberations on important matters.
Nominating and Compensation Committee
An advisory body of the Board Meeting, this is a voluntary organization comprising three or more members of the Board (including a majority of external members). It advises on draft nominations of candidates for the member of the Board and auditor positions and on compensation and bonuses for the members of the Board.
Internal Control Committee
Under the chairmanship of the president, this committee has established a system to ensure the reliability of financial reporting as enforced by the Financial Instruments and Exchange Act. It also seeks to process company operations more efficiently and effectively.
Compliance Committee
Chaired by the president, this committee improves and strengthens the company-wide system for addressing corporate ethics issues and compliance with laws and regulations.
RC Promotion Committee
Chaired by the president, this committee promotes the company's Responsible Care initiatives. It formulates the RC Promotion Basic Plan and focuses on further improving safety and quality while addressing environmental issues.
Risk Management Committee
Chaired by the president, this committee implements measures as appropriate in response to various wide-ranging risks to which our Group is exposed.
Social Contribution Promotion Committee
Chaired by the president, this committee promotes social contribution initiatives by focusing on further strengthening company-wide social contribution policy and by formulating annual, medium-term, and long-term activity plans.
Disclosure Committee
In order to contribute to management transparency and fulfill our social responsibilities while ensuring that all stakeholders have a better understanding of our company, this committee supports our efforts to disclose information on our company and Group companies fairly and appropriately and in a timely manner.
CSR Promotion Council
This council investigates and discusses issues related to our CSR, formulates plans, and organizes the progress of the various CSR-related committees.